UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 43433 / October 11, 2000

Administrative Proceeding

File No. 3-10346

In the Matter of

Victor M. Wang,

Respondent.

ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS AND
IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTIONS 15(b)(6) AND 19(h) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest and for the protection of investors that public administrative proceedings be instituted against Victor M. Wang ("Wang"), pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

In anticipation of the institution of these administrative proceedings, Wang has submitted an Offer of Settlement of Victor M. Wang ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings, and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth herein, except as to the Commission's jurisdiction over him, and the findings set forth in Paragraph III.A below, and the entry of the injunction set forth in Paragraph III.B. below, which are admitted, Wang consents to the entry of this Order Instituting Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Order") and to the entry of the findings and imposition of the remedial sanctions set forth below.

Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Wang pursuant to Sections 15(b)(6) and 19(h) of the Exchange Act.

III.

On the basis of this Order and Wang's Offer, the Commission finds that:

A. From August 1993 through April 1998, Wang was associated with Duke and Company, Inc. ("Duke"), a broker-dealer registered with the Commission pursuant to Section 15 of the Exchange Act;

B. Wang was permanently enjoined on September 29, 2000 by the United States District Court for the Eastern District of New York, in an action captioned Securities and Exchange Commission v. Victor Wang, et. al., Civ. 99-4917 (JG) ("Injunctive Action"), from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Sections 101 and 102 of Regulation M; and from aiding and abetting any future violations of Sections 10(b) and 15(c) of the Exchange Act and Rules 10b-3 and 15c1-2 promulgated thereunder; and

C. In the injunctive action described in Paragraph III.B above, the Commission's complaint ("Complaint") alleged, inter alia, that between May 1996 and June 1996, Wang and three other defendants, who were principals and owners of Duke defrauded the investing public by manipulating the immediate after-market of the initial public offering ("IPO") of the securities of Paravant Computer Systems, Inc. ("Paravant"). According to the Complaint, Wang and the three other defendants artificially restricted the supply of Paravant common securities and fraudulently created significant demand for Paravant securities in the immediate aftermarket of Paravant's IPO. The Complaint also alleged that Wang allocated a large percentage of Paravant securities issued to controlled customer accounts on the condition that these controlled accounts would immediately resell these securities back to Duke after the commencement of trading following the IPO. The Complaint further alleged that Duke's registered representatives pre-solicited aftermarket purchases for Paravant common stock and warrants before Duke had completed its participation in the Paravant IPO. The Complaint further alleged that Duke repurchased the Paravant securities from the controlled accounts and sold them to Duke's customers at artificially inflated prices following the commencement of aftermarket trading.

IV.

Based on the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to impose the sanctions specified in Wang's Offer, and

ACCORDINGLY, IT IS HEREBY ORDERED that Wang be, and hereby is, barred from association with any broker or dealer.